SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)
(2)).
[ ] Definitive proxy statement.
[ X ] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.
FIRST AVIATION SERVICES INC.
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(Name of Registrant as Specified in its Charter)
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
WYNNEFIELD CAPITAL MANAGEMENT, LLC
WYNNEFIELD CAPITAL, INC.
NELSON OBUS
JOSHUA H. LANDES
WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
The following advertisement will appear in the Wall Street Journal, various
national or local publications, and the website www.rescuefavs.com:
AN IMPORTANT MESSAGE TO SHAREHOLDERS OF FIRST AVIATION SERVICES INC.
IT'S TIME FOR THE FAVS BOARD TO ACT ON ITS RESPONSIBILITY TO
ALL MINORITY SHAREHOLDERS.
THREE YEARS BELOW BOOK VALUE IS LONG ENOUGH!
Vote the GREEN proxy card today.
FAVS' HAS FAILED TO SUCCESSFULLY EXECUTE THE BUSINESS STRATEGY OUTLINED IN ITS
IPO.
FAvS' 1997 IPO prospectus outlined A STRATEGY FOR GROWTH that included
acquisition of complementary businesses. BUT INSTEAD:
o FAvS SOLD ITS SUBSIDIARY NATIONAL AIRMOTIVE CORPORATION FOR NET CASH OF
$44 MILLION IN 1999 and has since completed only one small ($4.6
million) acquisition.
o FAvS has reported AVERAGE ANNUAL LOSSES from continuing operations of
($0.12) per share over the past four fiscal years.
o FAvS stock has traded BELOW BOOK VALUE for over three years, and NOW
TRADES NEAR net/net working capital (LIQUIDATION VALUE) per share -
indicating THE MARKET ASSIGNS NOMINAL VALUE TO FAVS' EXISTING BUSINESS.
THE BOARD HAS TURNED A DEAF EAR TO MINORITY SHAREHOLDERS.
o FAvS management has COMPLETE VOTING CONTROL OVER DIRECTOR ELECTIONS.
The Company's CEO and Chairman own 51% of FAvS stock through their
investment firm, First Equity Group Inc. FAVS MANAGEMENT THEREFORE
EXCLUSIVELY ELECTS ALL DIRECTORS. Minority shareholders have had no
opportunity to elect a director of our own choosing.
o We've repeatedly asked the board and management to implement a viable
and profitable business plan that would create value for ALL
shareholders, or undertake a transaction to release value to ALL
shareholders; our requests have been rebuffed.
MEANWHILE, INSIDERS CONTINUE TO REAP FINANCIAL REWARDS AT THE EXPENSE OF
MINORITY SHAREHOLDERS.
Despite FAvS' failure to grow or generate shareholder value, MANAGEMENT
CONTINUES TO BENEFIT FROM:
o SIGNIFICANT BONUSES AND SALARY to the CEO, notwithstanding FAvS' claim
that 50 percent of total compensation is at-risk BASED STRICTLY UPON
FAVS' PERFORMANCE AND THE RETURN TO ITS SHAREHOLDERS.
o ADVISORY FEES TO FIRST EQUITY (OWNED BY FAVS' CEO AND CHAIRMAN) OF MORE
THAN $1.4 MILLION OVER THE PAST FOUR FISCAL YEARS, A PERIOD WHEN ONLY
ONE SMALL ($4.6 MILLION) ACQUISITION WAS COMPLETED.
o LEASE AND EXPENSE SHARING PAYMENTS to First Equity of $140,000 in
fiscal 2004, relating to FAvS' headquarters in Westport, Connecticut,
IN SPITE OF THE AVAILABILITY OF AMPLE SPACE AT FAVS' FACILITY IN
MEMPHIS, TENNESSEE.
SHOULDN'T MINORITY SHAREHOLDERS HAVE AT LEAST ONE VOICE ON THE FAVS BOARD?
We're the Wynnefield Group, a holder of 29.7 percent of FavS stock and a FAvS
shareholder for over six years. WE THINK IT'S TIME THE FAVS BOARD LISTENED TO
THE VOICE OF MINORITY SHAREHOLDERS. The board has responsibilities to ALL
shareholders. We want FAvS to promptly implement a consistently profitable
business plan or undertake a transaction to release value to ALL shareholders.
To help protect the rights of minority shareholders, WE'RE SOLICITING PROXIES
FOR THE ELECTION OF NELSON OBUS TO THE BOARD OF DIRECTORS, AND FOR STEPS TO
IMPLEMENT CUMULATIVE VOTING.
o If elected at this year's annual meeting, NELSON OBUS WOULD FOCUS THE
BOARD OF DIRECTORS THROUGH CONCRETE SUGGESTIONS FOR THE DEVELOPMENT OF
A CONSISTENTLY PROFITABLE BUSINESS PLAN. Absent such progress within a
reasonable time, he would press for TRANSACTIONS TO RELEASE VALUE TO
ALL SHAREHOLDERS.
o CUMULATIVE VOTING would permit HOLDERS OF 33.4% OF FAVS STOCK TO ELECT
A SINGLE DIRECTOR at future annual meetings (when two board seats are
up for election).
HELP WYNNEFIELD MOVE FAVS FORWARD.
X VOTE "FOR" NELSON OBUS AND CUMULATIVE VOTING.
--- SIGN AND RETURN THE GREEN PROXY CARD.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR PROXY CARD,
PLEASE CALL OUR PROXY SOLICITORS, LAWRENCE E. DENNEDY OR
DANIEL M. SULLIVAN OF MACKENZIE PARTNERS, INC., AT (800) 322-2885.
For our proxy statement and more information, please visit our web site at
www.rescuefavs.com.